Project Agro Trade · SEL-104

Chickpea processing, flour milling and branded packaged foods

A single-site agro-processor that has scaled revenue 7.6× in two audited years, cut its cash conversion cycle from 254 days to 95, and is raising ₹7 Cr of primary equity for approximately 17% to fund a branded-consumer and flour-milling expansion.

Confidential Information Summary · Blind · Pre-NDA · Figures audited to FY25

FY25 revenue ₹22.52 Cr
Revenue CAGR FY23–FY25 176%
FY25 gross margin 10.6%
Net debt / FY25 EBITDA 7.3×
01

Executive summary

Project Agro Trade processes, mills, grades, sorts and packs chickpea into branded consumer packs, bulk institutional supply and cattle-feed fractions. It runs a single owned facility in Maharashtra and sells under six owned brands into retail, institutional and feed channels.

The company is raising primary equity to convert a raw-material trading operation into a branded packaged-foods and flour-milling platform.

Two years of growth have been funded almost entirely by debt and supplier credit. Borrowings rose from ₹396.07 lakh to ₹770.61 lakh while equity grew by ₹19.52 lakh, and finance cost now absorbs 69% of EBITDA. The operating improvement is real — the cash cycle has fallen from 254 days to 95 — but it has been outpaced by the working capital that growth itself requires.

At a glance
SectorAgro-processing / packaged foods
ActivityProcessing, flour milling, grading, packing
Owned brandsSix
ChannelsRetail · institutional · cattle feed
FacilityOne owned plant, Maharashtra
Incorporated2021
FY25 revenue₹22,51,91,843
FY25 EBITDA₹1,04,72,364
FY25 PAT₹12,05,789
Raise sought₹7 Cr for ~17%
Audited toFY25 (year ended 31 Mar 2025)

Basis of preparation. All figures are standalone, taken from the audited financial statements for the years ended 31 March 2023, 2024 and 2025. The latest audited year is FY25; the year ended 31 March 2026 has closed since and remains unaudited.

Restatement note. The FY25 accounts restate the FY24 comparative balance sheet from ₹991.26 lakh to ₹977.57 lakh, described as a regrouping and not separately quantified. This document uses audited FY24 figures and footnotes the difference.

02

Investment highlights

1
Revenue scaled 7.6× in two audited years

Revenue moved from ₹295.17 lakh in FY23 to ₹1,181.01 lakh in FY24 and ₹2,251.92 lakh in FY25. The growth is organic — no acquisition appears anywhere in the audited record — and it was achieved on a single processing site.

176% CAGR
2
The cash cycle has fallen by 159 days

Inventory days fell from 167 to 86 and receivable days from 123 to 31, taking the cash conversion cycle from 254 days to 95. Working capital employed fell from 67.2% of revenue to 24.1% over the same period.

95 days FY25
3
Gross margin re-rated from a trading base

Gross margin moved from 6.8% in FY23 to 12.0% in FY24 and 10.6% in FY25. The FY24 peak coincides with the fastest revenue growth; FY25 is the more representative conversion spread and the base to underwrite.

10.6% FY25
4
The building is built and already depreciating

Construction work-in-progress of ₹213.99 lakh was capitalised as a building on 1 April 2024, with depreciation charged for the first time in FY25. The asset is complete and in use; its funding is already inside FY25 borrowings.

₹213.99 lakh capitalised
5
Six brands, flour milling and three channels off one processing line

Retail consumer packs, institutional bulk, flour and cattle-feed fractions come off the same line. That spreads fixed cost and absorbs by-product fractions that would otherwise be sold at a discount, and it gives an acquirer three distinct routes to grow volumes without new capacity.

6 brands · 3 channels · flour
03

Business overview

The company buys agricultural raw material, converts it at a single owned plant into processed chickpea, flour and packaged foods, and sells the output through three customer routes. Each route takes a different fraction of the same input, which is what makes the model work at this scale.

Processed and graded chickpea

Whole and split product, graded and sorted to specification, sold in bulk to trade and to food processors. This is the volume base and the least differentiated line.

Flour milling

Chickpea flour and related milling fractions sold into retail packs and bulk institutional supply. The milling line extends the product range beyond whole and split grain and lifts realisations on the same raw material.

Branded retail packs

Six owned consumer brands sold into general and modern trade. This is the margin line and the stated purpose of the raise, and it is the line the audited accounts do not separately quantify.

Institutional supply and feed fractions

Bulk packs to caterers, institutional buyers and food-service customers, plus by-product streams sold into the cattle-feed segment. Low value per tonne, but they convert what would otherwise be waste into revenue and improve the blended yield.

2021Incorporated as a private limited company
FY23Revenue ₹295.17 lakh; first full audited year
FY24Revenue ₹1,181.01 lakh; term debt drawn
FY25₹213.99 lakh building capitalised; depreciation begins
FY25Revenue ₹2,251.92 lakh; cash cycle at 95 days
2026Board broadened to four promoter-directors

The transition from trade to brand and flour is the whole investment case, and it is not yet visible in the numbers. No advertising, marketing or brand-promotion line appears in the FY25 statement of profit and loss; the largest discretionary items are cash discount at ₹30.03 lakh and packing material at ₹15.36 lakh. A buyer will therefore read the FY25 result as a well-run commodity converter with a brand and flour ambition attached, and will price that optionality separately.

04

Business model & economics

The economics are those of a converter with a thin spread: raw material is bought at market, processed and milled, and sold on within weeks. Margin comes from grading accuracy, milling yield and the ability to place every fraction of the input.

89.4% FY25 procurement intensity

Raw material consumed as a share of revenue. FY23 was 93.2% and FY24 88.0%.

10.6% FY25 conversion spread

Gross margin. FY23 was 6.8% and FY24 peaked at 12.0%.

95 days FY25 cash conversion

Down from 254 days in FY23 — the single largest operating improvement in the file.

Unit economics — per ₹100 of revenue
Per ₹100 of revenue FY23 FY24 FY25
Revenue from operations 100.0 100.0 100.0
Raw material consumed 93.2 88.0 89.4
Gross profit 6.8 12.0 10.6
Employee benefit expense 0.5 0.9 0.5
Other operating expenses 2.1 5.4 5.5
EBITDA 4.2 5.7 4.7
Depreciation 0.9 0.5 0.7
Finance cost 2.0 4.2 3.2
Profit before tax 1.3 1.0 0.7
Derived from the audited statements of profit and loss for FY23, FY24 and FY25. Components may not sum exactly to the totals shown because of rounding.

Every rupee of margin is competed for at both ends of the line. Procurement is 89.4% of revenue and there is no disclosed hedging or forward-buying policy, so the gross spread moves with the raw-material cycle rather than being contracted. What the company controls is grading accuracy, milling yield and the cash cycle — which has taken ₹1.77 of working capital out of every rupee of revenue. The operating discipline is the asset here, not a pricing position.

05

Working capital & inventory cycle

This is the strongest documented improvement in the business. Inventory and receivables have both turned materially faster while revenue grew 7.6×, and the funding benefit is larger than the entire FY25 EBITDA.

Cash conversion cycle — days

Inventory + trade receivable days less trade payable days, on year-end balances.

0 50 100 150 200 250 254 148 95 FY23 FY24 FY25
 
Table view: components of the cycle are set out in the table below.
Working capital — days and quantum
Days FY23 FY24 FY25
Inventory days 167 117 86
Trade receivable days 123 48 31
Trade payable days (35) (17) (23)
Cash conversion cycle 254 148 95
Working capital employed (₹ lakh) 198.30 441.25 543.43
Working capital as % of revenue 67.2 37.4 24.1
Computed on year-end balances: inventory ÷ cost of materials consumed; trade receivables ÷ revenue; trade payables ÷ cost of materials consumed, each × 365. Working capital employed = inventory + trade receivables − trade payables. FY24 trade payables taken as audited at ₹47.65 lakh; the FY25 comparative shows ₹45.65 lakh.

Two things follow. First, the improvement is a genuine operating gain and it is repeatable in kind, not just in size — the company has proved it can collect faster than it grows. Second, working capital still absorbed ₹102.18 lakh in FY25, which is almost exactly the year's EBITDA of ₹104.72 lakh. Faster turns have not yet converted into cash generation, because volume growth keeps adding absolute inventory. That gap is the clearest single reason the company needs equity rather than more debt.

06

Inputs & supply chain

Procurement is the business. Raw material consumed is 89.4% of revenue, so the supply side sets both the gross spread and the working capital requirement.

Procurement intensity and supply base
₹ lakh unless stated FY23 FY24 FY25
Purchases 400.53 1,246.35 2,155.20
Opening inventory — 125.48 332.42
Closing inventory 125.48 332.42 475.04
Raw material consumed 275.05 1,039.41 2,012.58
Raw material as % of revenue 93.2 88.0 89.4
Suppliers subject to TDS under s.194Q — 4 6
Purchases, opening and closing inventory per the audited notes. TDS under section 194Q of the Income-tax Act applies to purchases of goods above the prescribed threshold, so the count is a floor on the number of suppliers above that threshold — not a count of all suppliers. Supplier identities are withheld.

Six suppliers crossed the threshold for tax deduction on purchases of goods in FY25, against four in FY24. That is evidence of a broadening base rather than a concentrated one, and it is consistent with a business buying in the open market rather than on contracts. The flip side is that no supply agreement, price formula or volume commitment is disclosed anywhere in the audited file, so a buyer cannot test whether the FY25 spread is repeatable in a rising raw-material market. Inventory carrying ₹475.04 lakh at year end is the company's only hedge, and it is an unhedged one.

07

Customer mix & concentration

Customers are retail shoppers, institutional buyers and cattle-feed offtakers. A repeat order is triggered by grading consistency, flour quality and delivery reliability on a commodity where the buyer can switch supplier within a week.

Customer-level data is not available in the audited financial statements. The accounts disclose trade receivables in aggregate only; no customer, segment or channel revenue split is presented in any of the three audited years.

A masked schedule of the top twenty accounts by year, with a segment tag and a year-on-year movement column, will be provided in the data room. No estimate of concentration is presented here because none can be derived from the source documents.

The receivable base, in numbers
FY25 trade receivables₹1,92,37,776
FY24 trade receivables₹1,56,47,560
FY23 trade receivables₹99,46,335
Receivable days, FY2531
Receivable days, FY2448
Receivable days, FY23123
Bad-debt write-off disclosedNone

The receivable book tells a consistent story even without names. Days fell from 123 to 31 while revenue grew 7.6×, which is not the pattern of a business dependent on a few large customers extracting extended credit. It is the pattern of a business that has moved toward faster-paying, higher-volume counterparties.

That is a mitigating inference, not evidence. Receivable days of 31 also means the book turns over roughly twelve times a year, so the year-end balance is a snapshot of a fast-moving ledger and may understate the number of accounts genuinely relied upon. Concentration has to be measured on billings, not on balances.

Retail consumer Institutional buyers Cattle feed General trade Modern trade Flour buyers
08

Financial snapshot

Revenue from operations by year — ₹ lakh

Audited revenue, three financial years.

0 500 1,000 1,500 2,000 295 1,181 2,252 FY23 FY24 FY25
 
Table view: the profit and loss table immediately below carries the same revenue figures with cost lines.
Statement of profit and loss — ₹ lakh
₹ lakh FY23 FY24 FY25
Revenue from operations 295.17 1,181.01 2,251.92
Cost of materials consumed (275.05) (1,039.41) (2,012.58)
Gross profit 20.12 141.60 239.34
Employee benefit expense (1.40) (11.07) (11.33)
Other expenses (6.35) (63.71) (123.29)
EBITDA 12.38 66.82 104.72
Depreciation (2.62) (5.81) (15.73)
Finance cost (5.98) (49.28) (72.32)
Profit before tax 3.78 11.72 16.68
Tax expense — (2.71) (4.62)
Profit after tax 3.78 9.02 12.06
EBITDA is derived, not reported, and is profit before tax plus depreciation plus finance cost. FY25 depreciation of ₹15.73 lakh is derived from the fixed-asset schedule. Components may not sum exactly to totals because of rounding.
Balance sheet — ₹ lakh
Particulars (₹ lakh) FY23 FY24 FY25
Equity and liabilities
Share capital 175.06 175.06 175.06
Reserves & surplus 3.73 11.75 23.25
Long-term borrowings 396.07 752.73 770.61
Deferred tax liabilities (net) — 0.65 4.89
Trade payables 26.65 47.65 123.99
Short-term provisions 0.31 3.43 6.15
Total equity and liabilities 601.82 991.26 1,103.94
Assets
Property, plant and equipment 354.09 371.22 359.15
Long-term loans and advances 0.35 57.20 20.56
Inventories 125.48 332.42 475.04
Trade receivables 99.46 156.48 192.38
Cash and cash equivalents 5.99 23.85 2.17
Short-term loans and advances — 24.31 18.54
Other current assets 16.44 25.79 36.11
Total assets 601.82 991.26 1,103.94
Standalone audited balance sheets. FY24 figures are as originally audited; the FY25 accounts restate the FY24 comparative to ₹977.57 lakh, described as a regrouping. Figures may not sum exactly because of rounding.
  • Revenue grew 4.0× in FY24 and a further 90.7% in FY25 — a two-year compound rate of 176%.
  • Equity rose by only ₹19.52 lakh across the two years while borrowings rose by ₹374.54 lakh; growth has been debt-financed.
  • Trade payables rose from ₹26.65 lakh to ₹123.99 lakh in FY25, a 4.7× increase — supplier credit is now a material funding source.
  • Closing cash fell to ₹2.17 lakh at 31 March 2025, from ₹23.85 lakh a year earlier.
  • Finance cost of ₹72.32 lakh consumed 69% of EBITDA in FY25.

The weakest number in the file is interest cover. EBIT of ₹89.00 lakh against finance cost of ₹72.32 lakh gives cover of 1.23× in FY25, essentially unchanged from 1.24× in FY24 and down from 1.63× in FY23. Scaling has not improved the company's ability to service its debt — it has only kept pace with it.

09

Quality of earnings

EBITDA in this document is profit before tax, adjusted for depreciation and finance cost, taken from the audited statements. Profit before tax is after depreciation and finance cost but before tax. No normalisation has been applied to any figure presented.

Margin trend — % of revenue

Gross margin against reported EBITDA margin, three financial years.

Gross margin EBITDA margin
0% 3% 6% 9% 12% 6.8 4.2 12.0 5.7 10.6 4.7 FY23 FY24 FY25
 
Table view: percentages are carried in the unit-economics table in section 04.

What moved margin. The gross spread widened by 5.2 points between FY23 and FY24, then gave back 1.4 points in FY25. Procurement intensity went 93.2% → 88.0% → 89.4%, so the movement is raw-material cost, not overhead leverage. Other operating expenses held flat as a share of revenue across FY24 and FY25 at 5.4% and 5.5%, which means the company has absorbed the cost of serving 90% more revenue without adding overhead — and equally, that it has not yet spent anything on brand building.

Normalisation items assessed
Item FY25 ₹ lakh Assessment
Cash discount 30.03 Booked in other expenses, but economically a deduction from revenue. Reclassifying it takes FY25 gross margin from 10.6% to 9.3% and FY24 from 12.0% to 10.7%.
Preliminary expenses written off 1.80 Genuinely non-recurring. ₹5.40 lakh remains at 31 March 2025, implying roughly three more years at the current rate.
Quality claims 4.56 Nil in FY24, ₹4.56 lakh in FY25. Not enough history to call it one-off; treat as operating until proven otherwise.
Director remuneration 4.00 A cost to be added, not removed. ₹4.00 lakh across the directors in FY25 (₹6.00 lakh in FY24) is below market for a business of this scale; a buyer will substitute a market-rate management charge.
Depreciation 15.73 Non-cash, but FY25 is the first full year of the new building charge, so the run-rate — not the FY24 level — is the right base.
MAT credit recognised 2.51 Booked as an asset under other current assets. Recoverability depends on future normal-tax profits, which FY25 did not generate.
Deferred tax 4.89 Carried as a liability, while the tax audit annexure states no provision under AS-22 has been made. See the observations below.
Amounts per the audited FY25 notes. Percentages recomputed from the underlying figures.

Cash conversion. No cash flow statement is included in any of the three audited files, so operating cash flow cannot be compared against EBITDA directly. On the available figures, FY25 EBITDA of ₹104.72 lakh less finance cost of ₹72.32 lakh and tax of ₹4.62 lakh leaves ₹27.78 lakh before working capital and capex — against a working capital absorption of ₹102.18 lakh. On that basis the year consumed cash. FY25 cash capex was small, at ₹3.55 lakh of plant and machinery additions; the ₹213.99 lakh building was transferred from work-in-progress carried on the FY24 balance sheet, not spent in FY25.

Net debt to EBITDA — ×

Closing net debt divided by the EBITDA of the same year.

0× 10× 20× 30× 31.5× 10.9× 7.3× FY23 FY24 FY25
 
Table view: leverage, interest cover and debt mix are set out in the table below.
Leverage and debt service
₹ lakh unless stated FY23 FY24 FY25
Total borrowings 396.07 752.73 770.61
Less: cash & cash equivalents (5.99) (23.85) (2.17)
Net debt 390.08 728.88 768.44
EBITDA 12.38 66.82 104.72
Net debt / EBITDA 31.5× 10.9× 7.3×
EBIT 9.76 61.01 89.00
Interest cover (EBIT / finance cost) 1.63× 1.24× 1.23×
Secured borrowings 396.07 705.41 549.59
Unsecured related-party borrowings — 47.32 221.02
Secured and unsecured splits per the borrowings note. FY25 secured borrowings are from two public-sector banks; the company's lenders are not named. FY24 unsecured borrowings are a single related-party loan; FY25 comprises loans from the promoter-directors and their relatives and from a firm controlled by a promoter's spouse.

Leverage and related parties. Net debt has fallen from 31.5× to 7.3× EBITDA, but only because EBITDA grew 8.5× while net debt grew 2.0×. Related-party unsecured borrowings rose from ₹47.32 lakh to ₹221.02 lakh in FY25, which is 29% of the borrowing stack and 2.1× EBITDA. In the FY25 accounts a related-party advance of ₹11.69 lakh was netted against a related-party loan rather than shown gross, and the restated FY24 comparative balance sheet is ₹13.69 lakh lower than the FY24 audited balance sheet as a result. Any buyer will re-cut this stack: related-party debt is usually either converted to equity or repaid from proceeds, and either route changes the equity value.

Audit and compliance observations on the record
Observation Years Effect
Audit trail (edit log) facility available but not enabled throughout the year FY24 A Rule 11(g) qualification. The completeness of the recorded ledger cannot be independently assured for the period the feature was off.
Opinion on micro and small supplier identification and payment timelines disclaimed FY24, FY25 The company cannot demonstrate which suppliers qualify as micro or small enterprises, so any disallowance under the relevant provision cannot be quantified. A live tax exposure.
Cash payment compliance with the prescribed limits could not be verified FY24, FY25 Disallowance risk on payments above the threshold that were made otherwise than by banking channel.
Cash on hand not physically verified by the auditor FY24, FY25 Balance taken as certified by management.
Debtor, creditor, loan and advance balances subject to confirmation and reconciliation FY24, FY25 No third-party confirmations obtained. Balances may be overstated.
Internal financial controls reported as not applicable in the main audit report, while a separate annexure opines that controls are adequate and operating effectively FY24 Contradiction within the same audit report. Needs to be resolved before diligence, not during it.
No provision under the deferred tax accounting standard stated in the tax audit annexure, while a deferred tax liability is carried on the balance sheet FY24, FY25 The two statements cannot both be right. The FY25 liability of ₹4.89 lakh needs to be reconciled.
No interest provided or paid under the MSME development statute FY23, FY24, FY25 A stated policy, not an error, but it compounds the supplier identification gap above.
Drawn from the audited financial statements and the tax audit reports for FY24 and FY25. Each item is capable of being closed out before completion; none is quantified in the source documents.

Recency is the largest gap in the file. The latest audited year is FY25, ended 31 March 2025. The financial year ended 31 March 2026 has closed since and is unaudited, and the current cap table dates from February 2026. A buyer pricing this business today would be pricing it on accounts that are a full trading year out of date.

10

Management & organisation

The company is promoter-run and promoter-funded. All four directors hold equity and three of them are also lenders to the business, which aligns interest but concentrates both decision-making and credit risk in the same four people.

Board and shareholding
Role Holding Also a lender Notes
Promoter-Director (1) 30% Yes Largest holder; also the largest single related-party lender.
Promoter-Director (2) 29% No —
Promoter-Director (3) 29% No —
Promoter-Director (4) 12% Yes Received an advance from the company, later netted against a related-party loan.
Total 100% — Single share class, one vote per share.
Shareholding as recorded in the company's register in February 2026. Director identities are withheld under the blind rules. All four were added to the board after FY25, when the register showed two equal holders.
Governance

The board comprises four promoter-directors. No independent director, audit committee, remuneration committee or separate chairman is disclosed in any document. No sitting fees have been paid to any director in any of the three audited years.

Financial function

A professional chief financial officer is in place and is the transaction point of contact. That is the only non-promoter senior finance role disclosed in the file; the earlier audited years show no such appointment.

Key-man exposure is material and unmitigated on the face of the documents. Director remuneration of ₹4.00 lakh in FY25 and ₹6.00 lakh in FY24 is far below the cost of replacing the operating leadership. A buyer will add a market-rate management charge back into the earnings base, which reduces the sustainable EBITDA the valuation can be built on.

11

M&A proposition

The company is offering a primary equity stake to fund a branded-consumer and flour-milling transition on top of an already-scaled processing base. Nothing in the audited file suggests a sale of control; the structure on offer is growth capital.

₹213.99 lakh Capacity is already built

The building was capitalised on 1 April 2024 and is depreciating. The capex is behind the company, not ahead of it.

159 days Working capital released

The cash cycle has fallen from 254 to 95 days in two years, cutting the funding requirement per rupee of revenue by 64%.

₹22.52 Cr Scale already achieved

Revenue has crossed ₹22 Cr with six brands and flour in market and no disclosed acquisition or outside capital.

Transaction parameters
InstrumentPure equity (primary)
Amount sought₹7 Cr
Pre-money valuation₹35 Cr
Post-money valuation₹42 Cr
Equity offered~17%
Implied enterprise value₹42.68 Cr
EV / FY25 revenue1.9×
EV / FY25 EBITDA40.8×
Raise as % of net debt91%

The round is priced off forward expectations, not the audited record. On FY25 figures the ask implies 1.9× revenue and 40.8× EBITDA, with the enterprise value struck as the ₹35 Cr pre-money plus ₹7.68 Cr of net debt.

Any buyer will re-test that against a normalised EBITDA — one that carries a market-rate management charge, treats cash discount as a revenue deduction, and funds the related-party loans at a commercial rate. Every one of those adjustments reduces the denominator.

Buyer profile. Three sets fit. Strategic acquirers in branded foods and staples who want a processing footprint, flour capacity and six shelf-ready brands. Growth-equity and lower-mid-market private-equity funds with an agri or consumer thesis, who will underwrite the brand transition rather than the commodity base. Family offices and strategic individuals seeking a controlled position in a scaled regional processor. Financial buyers are more likely than trade buyers to fund the full ₹7 Cr as primary capital, because a trade buyer would more naturally buy control outright.

Use of proceeds. The stated uses are branded FMCG expansion, flour milling capacity, production capacity, operational efficiency, working capital, distribution expansion and brand building. Deleveraging is not among them, even though the raise is 91% of net debt and interest cover is 1.23×.

A buyer will want to see the split between brand spend and working capital. Working capital has absorbed ₹102 lakh in FY25 against ₹105 lakh of EBITDA — if the growth plan repeats that ratio, ₹7 Cr funds roughly four to five years of growth, not the whole plan.

12

Risks & mitigants

Leverage and debt service
Net debt of ₹768.44 lakh at 7.3× FY25 EBITDA, with interest cover of 1.23× and only ₹2.17 lakh of closing cash. Mitigant: net debt to EBITDA has fallen from 31.5× as EBITDA scaled, and the ₹7 Cr raise equals 91% of the debt stack if a buyer chooses to apply it there.
Margin is thin and unhedged
EBITDA margin of 4.7% in FY25, with raw material at 89.4% of revenue and no disclosed hedging or supply contract. Mitigant: gross margin has held between 10.6% and 12.0% across two years of rapid scale, which is evidence of pricing discipline rather than luck.
Customer concentration is unquantified
No customer, channel or segment revenue split appears in any audited year. Mitigant: receivable days fell from 123 to 31 while revenue grew 7.6×, which is not the signature of a few large buyers dictating terms — but it is an inference, not proof.
Related-party funding dependence
₹221.02 lakh of unsecured loans from the promoter-directors and their relatives and from a firm controlled by a promoter's spouse — 29% of borrowings and 2.1× EBITDA. Mitigant: these loans are unsecured, and a buyer can convert or repay them from proceeds, though either route changes equity value.
Brand and flour transition is unfunded and unproven
No advertising, marketing or brand-promotion line appears in FY25 other expenses, so there is no evidence the branded or flour business has yet been built. Mitigant: six brands are already in market, flour capacity is in place, and the stated use of proceeds is directed at exactly this gap.
Audit and compliance gaps
Edit log not enabled in FY24, micro and small supplier compliance disclaimed in FY24 and FY25, cash payment compliance unverifiable, and receivable and payable balances unconfirmed. Mitigant: each is closable before completion, and none of them is quantified as a liability in the accounts.
Recency of the financial record
The latest audited year ended 31 March 2025 and a full trading year has closed since, unaudited. Mitigant: FY26 management accounts, bank statements and GST returns can be provided in the data room to bridge the gap.
Promoter dependence
Four promoter-directors, no independent director or board committee disclosed, and director remuneration well below market. Mitigant: a professional chief financial officer is already in place and is the transaction point of contact.
13

Process & next steps

The information pack is complete at the level of audited financials and management material. The customer schedule and the FY26 bridge are the two items that gate a priced offer.

Step 01Indicative terms and mutual NDA; release of the full customer and channel schedule.
Step 02Data room opening: FY26 management accounts, cash flow statements, debt documentation, supplier terms.
Step 03Site visit, management sessions with the promoters and the chief financial officer, and confirmatory diligence.
Step 04Binding documentation, conditions precedent and completion mechanics.
Adviser
AdviserCA Dhiraj Ostwal & Co.
DeskTransaction Advisory — sell-side and growth capital
Typical transaction range₹10 Cr – ₹50 Cr

This document has been prepared by CA Dhiraj Ostwal & Co. (the "Adviser") solely for the purpose of providing preliminary information to a limited number of prospective investors and acquirers. It is confidential and is not to be reproduced, distributed or disclosed, in whole or in part, without the prior written consent of the Adviser.

All financial information contained in this document has been extracted from the audited financial statements of the subject company for the financial years ended 31 March 2023, 31 March 2024 and 31 March 2025, and from related tax audit reports and management material. The information has not been independently verified by the Adviser. No representation or warranty, express or implied, is given as to the accuracy, completeness or fairness of the information or opinions contained herein.

EBITDA, net debt, working capital days, the cash conversion cycle and all valuation multiples presented in this document are derived by the Adviser from the underlying audited figures and are not reported measures. The customer and channel analysis, where presented, is incomplete and is to be supplemented in the data room. Certain figures for FY24 differ from those previously reported, as disclosed in the footnotes.

This document does not constitute an offer, invitation or recommendation to buy or sell any security, nor does it constitute legal, tax, accounting or investment advice. Recipients should conduct their own investigation and analysis and consult their own advisers. The Adviser and its partners accept no liability for any loss arising from the use of this document.

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